The Hertfordshire and West Essex ICB constitution

Appointments process for the board

3.1 Eligibility criteria for board membership

3.1.1 Each member of the ICB must:

  1. comply with the criteria of the ‘fit and proper person test’
  2. be willing to uphold the Seven Principles of Public Life (known as the Nolan Principles)
  3. fulfil the requirements relating to relevant experience, knowledge, skills and attributes set out in a role specification.

3.2 Disqualification criteria for board membership

3.2.1 A Member of Parliament.

3.2.2 A person whose appointment as a board member (‘the candidate’) is considered by the person making the appointment as one that could reasonably be regarded as undermining the independence of the health service because of the candidate’s involvement with the private healthcare sector or otherwise. 

3.2.3 A person who, within the period of five years immediately preceding the date of the proposed appointment, has been convicted:

  1. in the UK of any offence, or  
  2. outside the UK of an offence which, if committed in any part of the UK, would constitute a criminal offence in that part, and, in either case, the final outcome of the proceedings was a sentence of imprisonment (whether suspended or not) for a period of not less than three months without the option of a fine.

3.2.4 A person who is subject to a bankruptcy restrictions order or an interim bankruptcy restrictions order under Schedule 4A to the Insolvency Act 1986, sections 56A to 56K of the Bankruptcy (Scotland) Act 1985 or Schedule 2A to the Insolvency (Northern Ireland) Order 1989 (which relate to bankruptcy restrictions orders and undertakings).

3.2.5 A person who has been dismissed within the period of five years immediately preceding the date of the proposed appointment, otherwise than because of redundancy, from paid employment by any Health Service Body.

3.2.6 A person whose term of appointment as the Chair, a Member, a Director or a Governor of a Health Service Body has been terminated on the grounds:

  1. that it was not in the interests of, or conducive to the good management of, the Health Service Body or of the health service that the person should continue to hold that office
  2. that the person failed, without reasonable cause, to attend any meeting of that Health Service Body for three successive meetings
  3. that the person failed to declare a pecuniary interest or withdraw from consideration of any matter in respect of which that person had a pecuniary interest, or
  4. of misbehaviour, misconduct or failure to carry out the person’s duties.

3.2.7 A healthcare professional or other professional person who has at any time been subject to an investigation or proceedings, by any body that regulates or licenses the profession concerned (‘the regulatory body’), in connection with the person’s fitness to practise or any alleged fraud, the final outcome of which was: 

  1. the person’s suspension from a register held by the regulatory body, where that suspension has not been terminated
  2. the person’s erasure from such a register, where the person has not been restored to the register
  3. a decision by the regulatory body that had the effect of preventing the person from practising the profession in question, where that decision has not been superseded, or
  4. a decision by the regulatory body that had the effect of imposing conditions on the person’s practise of the profession in question, where those conditions have not been lifted.

3.2.8 A person who is subject to:

  1. a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002, or
  2. an order made under section 429(2) of the Insolvency Act 1986 (disabilities on revocation of administration order against an individual).

3.2.9 A person who has at any time been removed from the office of charity trustee or trustee for a charity by an order made by the Charity Commissioners for England and Wales, the Charity Commission, the Charity Commission for Northern Ireland or the High Court, on the grounds of misconduct or mismanagement in the administration of the charity for which the person was responsible, to which the person was privy, or to which the person by their conduct contributed to or facilitated.

3.2.10 A person who has at any time been removed, or is suspended, from the management or control of any body under:

  1. section 7 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990(f) (powers of the Court of Session to deal with the management of charities), or
  2. section 34(5) or of the Charities and Trustee Investment (Scotland) Act 2005 (powers of the Court of Session to deal with the management of charities).

3.3 Chair

3.3.1 The ICB Chair is to be appointed by NHS England, with the approval of the Secretary of State for Health and Social Care.

3.3.2 In addition to criteria specified at 3.1, this member must fulfil the following additional eligibility criteria:

  1. the Chair will be independent; and
  2. meet the requirements as set out in the ICB Chair Specification.

3.3.3 Individuals will not be eligible if:

  1. they hold a role in another health and care organisation within the ICB area
  2. any of the disqualification criteria set out in 3.2 apply

3.3.4 The term of office for the Chair will be no more than three years and the total number of terms a Chair may serve is three terms. 

3.4 Chief Executive

3.4.1 The Chief Executive will be appointed by the Chair of the ICB in accordance with any guidance issued by NHS England.

3.4.2 The appointment will be subject to approval of NHS England in accordance with any procedure published by NHS England.

3.4.3 The Chief Executive must fulfil the following additional eligibility criteria:

  1. be an employee of the ICB or a person seconded to the ICB who is employed in the civil service of the State or by a body referred to in paragraph 19(4)(b) of Schedule 1B to the 2006 Act, and
  2. meets the requirements as set out in the Chief Executive person specification.

3.4.4 Individuals will not be eligible if:

  1. any of the disqualification criteria set out in 3.2 apply
  2. subject to clause 3.4.3(a), they hold any other employment or executive role

3.5 Partner Members – NHS trusts and foundation trusts (or their successor bodies)

3.5.1 Each Partner Member is jointly nominated by the NHS trusts and/or FTs that provide services for the purposes of the health service within the ICB’s area and meet the forward plan condition or (if the forward plan condition is not met) the level of services provided condition:

  1. East and North Hertfordshire NHS Trust 
  2. The Princess Alexandra Hospital NHS Trust
  3. West Hertfordshire Teaching Hospitals NHS Trust
  4. Hertfordshire Community NHS Trust
  5. Hertfordshire Partnership University NHS Foundation Trust
  6. Essex Partnership University NHS Foundation Trust
  7. Central London Community Healthcare NHS Trust
  8. East of England Ambulance Service NHS Trust

3.5.2 Each member must fulfil the eligibility criteria set out at 3.1 and also the following additional eligibility criteria: 

  1. be a Chief Executive Officer or an Executive Director of one of the NHS trusts or foundation trusts within the ICB’s area
  2. meet criteria as may be set out in any NHS England guidance
  3. as a member of the Board - consider the effect of their recommendations or proposals on the better health and wellbeing of everyone, the quality of care for all patients, and the sustainable use of NHS resources. Referred to as the “Triple Aim”.
  4. One shall have specific knowledge, skills and experience of the provision of acute services
  5. One shall have specific knowledge, skills and experience of the provision of community services
  6. One shall have specific knowledge and experience in connection with services relating to the prevention, diagnosis and treatment of mental illness.

3.5.3 Individuals will not be eligible if:

  1. any of the disqualification criteria set out in 3.2 apply
  2. any other disqualification criteria prescribed through NHS England guidance or supporting legislation apply. 
  3. a conflict of interest is evident, as determined by the Chair or the ICB Board appointment panel, which may result in the individual being unable to fulfil the role.

3.5.4 Each member will be appointed by an ICB Board appointment panel subject to the approval of the Chair.

3.5.5 The appointment process will be as follows:

  1. Joint Nomination: 
    • When a vacancy arises, each eligible organisation listed at 3.5.1.a will be invited to make one nomination per role. 
    • The nomination of an individual must be seconded by one other eligible organisation outside the nominated individual’s own eligible organisation.  
    • Eligible organisations may nominate an individual from their own organisation or another organisation
    • All eligible organisations will be requested to confirm whether they jointly agree to nominate the whole list of nominated individuals, with a failure to confirm within seven working days being deemed to constitute agreement. This will be determined by a simple majority being in favour with a nil response being taken as assent. If they do agree, the list will be put forward to step b) below.  If they do not, the nomination process will be re-run until a majority acceptance is reached on the nominations put forward.
  2. Assessment, selection and appointment subject to approval of the Chair under c):
    • The full list of nominees will be considered by a panel convened by the ICB Chief Executive Officer.
    • The panel will assess the suitability of the nominees against the requirements of the role (published before the nomination process is initiated) and will confirm that nominees meet the requirements set out in clause 3.5.2 and 3.5.3
    • In the event that there is more than one suitable nominee, the panel will select the most suitable for appointment.
  3. Chair’s approval:
    • The Chair will determine whether to approve the appointment of the most suitable nominee as identified under b).

3.5.6 The term of office for each Partner Member will be two years, with a maximum two terms beig held by the same individual.  

3.6 Partner Member(s) – providers of primary medical services

3.6.1 Each Partner Member is jointly nominated by providers of primary medical services for the purposes of the health service within the integrated care board’s area, and that are primary medical services contract holders responsible for the provision of essential services, within core hours to a list of registered persons for whom the ICB has core responsibility.

3.6.2 The list of relevant providers of primary medical services for this purpose is published as part of the Governance Handbook. The list will be kept up to date but does not form part of this constitution.

3.6.3 This member must fulfil the eligibility criteria set out at 3.1 and also the following additional eligibility criteria:

  1. Be a health care professional with primary care leadership experience, who is either actively working within a provider of primary medical services or Community Pharmaceutical Services or Primary Dental Services or Primary Ophthalmic Services - operating from a main base within the geographical areas covered by the ICB, or who has done so in the ICB catchment area within a reasonable period, to ensure they are able to provide a current perspective of their sector.  
  2. The post holder(s) will meet any other criteria set out in NHS England guidance or supporting legislation; and
  3. As a member of the Board - consider the effect of their recommendations or proposals on the better health and wellbeing of everyone, the quality of care for all patients, and the sustainable use of NHS resources (referred to as the “Triple Aim”).

3.6.4 Individuals will not be eligible if:

  1. Any of the disqualification criteria set out in 3.2 apply
  2. Any other disqualification criteria prescribed through NHS England guidance or supporting legislation apply. 
  3. A conflict of interest is evident, as determined by the Chair or the ICB Board appointment panel, which results in the individual being unable to fulfil the role.

3.6.5 This member will be appointed by an ICB Board appointment panel subject to the approval of the Chair. 

3.6.6 The appointment process will be as follows:

  1. Joint Nomination: 
    • When a vacancy arises, each identified eligible organisation described at 3.6.1 and listed in the Governance Handbook will be invited to make one nomination per role. 
    • The nomination of an individual must be seconded by one other eligible organisation outside the nominated individual’s own eligible organisation. 
    • Eligible organisations may nominate individuals from their own organisation or another organisation. 
    • All eligible organisations will be requested to confirm whether they jointly agree to nominate the whole list of nominated individuals, with a failure to confirm within ten working days being deemed to constitute agreement. This will be determined by a simple majority being in favour with a nil response being taken as assent.   If they do agree, the list will be put forward to step b) below.  If they don’t, the nomination process will be re-run until a majority acceptance is reached on the nominations put forward.
  2. Assessment, selection and appointment subject to approval of the Chair under c):
    • The full list of nominees will be considered by a panel convened by the ICB Chief Executive Officer.
    • The panel will assess the suitability of the nominees against the requirements of the role (published before the nomination process is initiated) and will confirm that nominees meet the requirements set out in clause 3.6.3 and 3.6.4
    • In the event that there is more than one suitable nominee, the panel will select the most suitable for appointment.
  3. Chair’s approval:
    • the Chair will determine whether to approve the appointment of the most suitable nominee as identified under b)

3.6.7 The term of office for this Partner Member is two years, with a maximum of two terms being held by the same individual.

3.7 Partner Member(s) – local authorities

3.7.1 This/hese Partner Member(s) is/are jointly nominated by the local authorities whose areas coincide with, or include the whole or any part of, the ICB’s area. Those local authorities are:

  1. Essex County Council; and
  2. Hertfordshire County Council

3.7.2 This member will fulfil the eligibility criteria set out at 3.1 and also the following additional eligibility criteria: 

  1. Be the Chief Executive or hold a relevant Executive level role of one of the bodies listed at 3.7.1.
  2. Further, the post holder(s) will meet any other criteria set out in NHS England guidance or supporting legislation; and
  3. As a member of the Board - consider the effect of their recommendations or proposals on the better health and wellbeing of everyone, the quality of care for all patients, and the sustainable use of NHS resources. Referred to as the “Triple Aim”.

3.7.3 Individuals will not be eligible if:

  1. Any of the disqualification criteria set out in 3.2 apply
  2. Any other disqualification criteria prescribed through NHS England guidance or supporting legislation apply. 
  3. A conflict of interest is evident, as determined by the Chair or the ICB Board appointment panel, which results in the individual being unable to fulfil the role.

3.7.4 This member will be appointed by an ICB appointment panel subject to the approval of the Chair.

3.7.5 The appointment process will be as follows:

  1. Joint Nomination: 
    • When a vacancy arises, each eligible organisation listed at 3.7.1.a will be invited to make their one nomination per role. 
    • Eligible organisations may nominate individuals from their own organisation or another organisation
    • All eligible organisations will be requested to confirm whether they jointly agree the whole list of nominated individuals, with a failure to confirm within seven working days being deemed to constitute agreement. This will be determined by a simple majority being in favour with a nil response being taken as assent.  If they do agree, the list will be put forward to step b) below.  If they don’t, the nomination process will be re-run until a majority agreement is reached on the nominations put forward.
  2. Assessment, selection and appointment subject to approval of the Chair under c):
    • If the number of nominations is equal to the number of partner member roles, there will be a confirmation process with the ICB Chair to ensure that the nominated partner member meets the criteria for board membership including the requirements of the role description and person specification and the disqualification criteria.
    • In the event that there is more than one suitable nominee for each of the partner member roles, the full list of nominees will be considered by a panel convened by the Chief Executive.
    • The panel will assess the suitability of the nominees against the requirements of the role (published before the nomination process is initiated) and will confirm that nominees meet the requirements set out in clause 3.7.2 and 3.7.3
    • The panel will select the most suitable for appointment.
  3. Chair’s approval:
    • The Chair of the ICB will determine the appointed Partner Member(s) and ensure they meet the requirements of the role description, personal specification, and the eligibility criteria.
    • The Chair of the ICB will report the appointed Partner Member(s) to the next meeting of the ICB Board.

3.7.6 The term of office for this Partner Member is two years.

3.8 Medical Director

3.8.1 This member will fulfil the eligibility criteria set out at 3.1 and also the following additional eligibility criteria:

  1. Be an employee of the ICB or a person seconded to the ICB who is employed in the civil service of the State or by a body referred to in paragraph 19(4)(b) of Schedule 1B to the 2006 Act
  2. Be a registered Medical Practitioner
  3. The post holder will meet any other criteria set out in NHS England guidance or supporting legislation. 
  4. As a member of the Board - consider the effect of their recommendations or proposals on the better health and wellbeing of everyone, the quality of care for all patients, and the sustainable use of NHS resources. Referred to as the “Triple Aim”; and
  5. Meeting the requirements as set out in the personal specification.

3.8.2 Individuals will not be eligible if:

  1. Any of the disqualification criteria set out in 3.2 apply
  2. Any other disqualification criteria prescribed through NHS England guidance or supporting legislation apply.

3.8.3 This member will be appointed by an ICB Board appointment panel subject to the approval of the Chair.

3.9 Director of Nursing

3.9.1 This member will fulfil the eligibility criteria set out at 3.1 and also the following additional eligibility criteria:

  1. Be an employee of the ICB or a person seconded to the ICB who is employed in the civil service of the State or by a body referred to in paragraph 19(4)(b) of Schedule 1B to the 2006 Act
  2. Be a registered Nurse
  3. The post holder will meet any other criteria set out in NHS England guidance or supporting legislation. 
  4. As a member of the Board - consider the effect of their recommendations or proposals on the better health and wellbeing of everyone, the quality of care for all patients, and the sustainable use of NHS resources. Referred to as the “Triple Aim”; 
  5. Be a qualified Nurse with full membership and evidence of up-to-date continuing professional development; and
  6. Meets the requirements as set out in the Director of Nursing person specification

3.9.2 Individuals will not be eligible if:

  1. Any of the disqualification criteria set out in 3.2 apply
  2. Any other disqualification criteria prescribed through NHS England guidance or supporting legislation apply.

3.9.3 This member will be appointed by an ICB Board appointment panel subject to the approval of the Chair.

3.10 Chief Finance Officer

3.10.1 This member will fulfil the eligibility criteria set out at 3.1 and also the following additional eligibility criteria: 

  1. Be an employee of the ICB or a person seconded to the ICB who is employed in the civil service of the State or by a body referred to in paragraph 19(4)(b) of Schedule 1B to the 2006 Act
  2. The post holder will meet any other criteria set out in NHS England guidance or supporting legislation. 
  3. As a member of the Board - consider the effect of their recommendations or proposals on the better health and wellbeing of everyone, the quality of care for all patients, and the sustainable use of NHS resources. Referred to as the “Triple Aim”;
  4. Be a qualified accountant with full membership and evidence of up-to-date continuing professional development; and
  5. Meet the requirements as set out in the Director of Finance Person Specification.

3.10.2 Individuals will not be eligible if:

  1. Any of the disqualification criteria set out in 3.2 apply
  2. Any other disqualification criteria prescribed through NHS England guidance or supporting legislation apply.

3.10.3 This member will be appointed by an ICB Board appointment panel subject to the approval of the Chair.

3.11 Four Non-executive Members

3.11.1 The ICB will appoint four Non-executive Members.

3.11.2 These members will be appointed by an ICB Board appointment panel subject to the approval of the Chair.

3.11.3 These members will fulfil the eligibility criteria set out at 3.1 and also the following additional eligibility criteria: 

  1. Not be employee of the ICB or a person seconded to the ICB
  2. Not hold a role in another health and care organisation in the ICS area
  3. One shall have specific knowledge, skills and experience that makes them suitable for appointment to the Chair of the Audit Committee
  4. Another should have specific knowledge, skills and experience that makes them suitable for appointment to the Chair of the Remuneration Committee
  5. One member should have specific knowledge, skills and experience that makes them suitable to take the role of a senior independent member and take a lead role in the appraisal of the chair. This may not be the Chair of the Audit Committee.
  6. The post holder(s) will meet any other criteria set out in NHS England guidance or supporting legislation.
  7. As a member of the Board - consider the effect of their recommendations or proposals on the better health and wellbeing of everyone, the quality of care for all patients, and the sustainable use of NHS resources. Referred to as the “Triple Aim”; and
  8. Meet the requirements as set out in the Non-Executive Director Person Specification. 

3.11.4 Individuals will not be eligible if:

  1. Any of the disqualification criteria set out in 3.2 apply
  2. They hold a role in another health and care organisation within the ICB area 
  3. Any other disqualification criteria prescribed through NHS England guidance or supporting legislation apply.

3.11.5  The term of office for a Non-executive Member will be three years and the total number of terms an individual may serve is two terms, after which they will no longer be eligible for re-appointment.

3.11.6 Initial appointments may be for a shorter period to avoid all Non-executive Members retiring at once. Thereafter, new appointees will ordinarily retire on the date that the individual they replaced was due to retire, to provide continuity.

3.11.7 Subject to the identified individual receiving a satisfactory appraisal and eligibility criteria identified in paragraphs 3.11.3 and 3.11.4 continuing to be met, the Chair may approve the re-appointment of a Non-executive Member up to the maximum number of terms permitted for their role.

3.12 Other Board Members

Voluntary, Community, Faith and Social Enterprise (VCFSE) Alliance Board Member

3.12.1 This member is nominated by the Hertfordshire and West Essex VCFSE Alliance.

3.12.2 This member will fulfil the eligibility criteria set out at 3.1 and also the following additional eligibility criteria:

  1. Be the Chief Executive or hold a relevant Executive level role in one of the VCFSE sector legal entities in Hertfordshire and West Essex; and
  2. Any criteria set out in NHS England’s guidance from time to time

3.12.3 Individuals will not be eligible if

  1. Any of the disqualification criteria set out in 3.2 apply; and
  2. any criteria as set out in NHS England guidance applies.

3.12.4 This member will be appointed by a panel subject to the approval of the Chair.

3.12.5 The appointment process will be as follows:

  1. Nomination:
    • The nomination will be received from the VCFSE Alliance.
  2. Appointment:
    • This member will be appointed by the ICB Chief Executive, subject to approval of the ICB Chair.

3.12.6 The term of office for the VCFSE Member will be two years, with a review of tenure and composition of the Integrated Care Board after eighteen months from 1st July 2022.

3.13 Board Members: Removal from Office

3.13.1 Arrangements for the removal from office of board members is subject to the term of appointment, and application of the relevant ICB policies and procedures.

3.13.2 With the exception of the Chair, board members shall be removed from office if any of the following occur:

  1. If they fail to attend a minimum of 75% of the meetings to which they are invited unless agreed with the Chair in extenuating circumstances
  2. If they are deemed to not meet the expected standards of performance at their annual appraisal
  3. If they have behaved in a manner or exhibited conduct which has or is likely to be detrimental to the honour and interest of the ICB and is likely to bring the ICB into disrepute. This includes but it is not limited to dishonesty; misrepresentation (either knowingly or fraudulently); defamation of any member of the ICB’s (being slander or libel); abuse of position; non-declaration of a known conflict of interest; seeking to manipulate a decision of the ICB in a manner that would ultimately be in favour of that member whether financially or otherwise
  4. Are deemed to have failed to uphold the Nolan Principles of Public Life
  5. Have had a finding upheld by a regulator or professional body or are subject to disciplinary proceedings.

3.13.3 Members may be suspended pending the outcome of an investigation into whether any of the matters in 3.13.2 apply.

3.13.4 Executive Directors (including the Chief Executive) will cease to be board members if their employment in their specified role ceases, regardless of the reason for termination of the employment.

3.13.5 The Chair of the ICB may be removed by NHS England, subject to the approval of the Secretary of State for Health and Social Care. 

3.13.6 If NHS England is satisfied that the ICB is failing or has failed to discharge any of its functions or that there is a significant risk that the ICB will fail to do so, it may:

  1. terminate the appointment of the ICB’s Chief Executive, and 
  2. direct the Chair of the ICB as to which individual to appoint as a replacement and on what terms. 

3.14 Terms of appointment of Board Members 

3.14.1 With the exception of the Chair and Non-executive Members, arrangements for remuneration and any allowances will be agreed by the Remuneration Committee in line with the ICB remuneration policies and any other relevant policies published and any guidance issued by NHS England or other relevant body. Remuneration for Chairs will be set by NHS England. Remuneration for Non-executive Members will be set out in the Governance Handbook and approved by the Chair.

3.14.2 Other terms of appointment will be determined by the Remuneration Committee and Agenda for Change.

3.14.3 Terms of appointment of the Chair will be determined by NHS England. 

3.15 Specific arrangements for appointment of Ordinary Members made at establishment

3.15.1 Individuals may be identified as ‘designate Ordinary Members’ prior to the ICB being established.

3.15.2 Relevant nomination procedures for Partner Members in advance of establishment are deemed to be valid so long as they are undertaken in full and in accordance with the provisions of 3.5 to 3.7. 

3.15.3 Any appointment and assessment processes undertaken in advance of establishment to identify designate Ordinary Members should follow, as far as possible, the processes set out in sections 3.5 to 3.12 of this Constitution. However, a modified process, agreed by the Chair, will be considered valid.

3.15.4 On the day of establishment, a committee consisting of the Chair, Chief Executive and Chief People Officer will appoint the Ordinary Members who are expected to all be individuals who have been identified as designate appointees prior to ICB establishment and the Chair will approve those appointments.

3.15.5 For the avoidance of doubt, this clause is valid only in relation to the appointments of the initial Ordinary Members and all appointments post establishment will be made in accordance with clauses 3.5 to 3.12